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Exhibit
10.64
June 16, 2008
Mr. Michael L.
Kranda
[Address]
Dear Michael:
It is with great pleasure
that I invite you to join the Anesiva team. We are building an
exciting company with a deep pipeline that will be largely focused
on developing and commercializing products for pain management. The
most important component of any successful company is its people.
To successfully accomplish our goals, we are assembling a
world-class team to support our development, manufacturing and
commercialization efforts.
Anesiva, Inc. (the
“Company”) is pleased to offer you employment on the
following terms:
1. Position. Your
title will be President and Chief Executive Officer, and you will
report to the Company’s Board of Directors
(“Board”). You agree to devote your best efforts and
substantially all of your business time and attention to the
business of the Company, except for vacation periods as set forth
herein, reasonable periods of illness or other incapacities
permitted by the Company’s general employment policies, and
as otherwise authorized herein. By signing this letter agreement,
you confirm to the Company that you have no contractual commitments
or other legal obligations that would prohibit you from performing
your duties for the Company.
2. Board of Directors.
You will be appointed to the Board and you agree to serve as a
director of the Company. You agree that in the event your
employment with the Company is terminated for any reason, either
voluntarily or involuntarily, with or without Cause, you shall
resign your position as a member of the Board simultaneously with
the termination of your employment.
3. Salary. Subject to
adjustment pursuant to the Company’s employment compensation
policies as in effect and revised from time to time, your gross
semimonthly base salary will be $18,750 (equivalent to an
annualized rate of $450,000 per year), payable in accordance
with the Company’s standard payroll schedule. Employees are
currently paid on the 15 th and
the last day of the month.
4. Signing Bonus. You
will receive a $100,000 signing bonus within 30 days of employment.
You agree to repay to the Company the total amount of the signing
bonus if your employment terminates for any reason within six
(6) months of the first day of employment.
5. Discretionary
Bonus. You will be eligible to earn an annual target bonus of
fifty percent (50%) of your base salary in effect during the
bonus year. Whether your annual bonus is earned, and the amount of
the annual bonus (if any), will be determined under the terms of
the Company’s annual bonus program (as adopted by the
Compensation Committee of the Board). The Board will determine, in
its sole discretion, the applicable corporate performance targets
for each bonus year, which may include corporate financial goals,
business development goals, and preclinical and clinical
development goals. In order to be eligible to earn your annual
bonus, you must remain an active employee of the Company through
the end of the applicable work year and you will not earn any of
your annual bonus if your employment terminates for any reason
before the end of the applicable work year. The Company shall have
the discretion to structure some or all of your annual bonus so
that it qualifies as “performance-based compensation”
within the meaning of Section 162(m) of the Internal Revenue
Code of 1986, as amended (the “ Code ”). Your
annual bonus target will be reviewed annually and may be adjusted
by the Board in its discretion; provided, however, that your
annual bonus target may only be decreased upon your written
consent.
6. Employee Benefits.
As a regular employee of the Company, you will be eligible to
participate in a number of Company-sponsored benefits including
Health Insurance coverage for you and your dependents. The Company
reserves the right to modify, change, or discontinue all or part of
these benefits at any time at its sole discretion.
7. Stock Option
Grants. Subject to the approval of the Board, you will be
granted an option to purchase 500,000 shares of the
Company’s Common Stock. The exercise price per share will be
equal to the fair market value per share on the date the option is
granted. The option will be subject to the terms and conditions
applicable to options granted under the Company’s 2003 Equity
Incentive Plan (the “Plan”), as described in the Plan
and the applicable Stock Option Agreement. You will vest in
twenty-five percent (25%) of the option shares after twelve
(12) months of continuous service, and the balance will vest
in equal monthly installments over the next thirty-six
(36) months of continuous service, as described in the
applicable Stock Option Agreement. You will be eligible for equity
grants in January of each calendar year in accordance with the
Company’s Board-approved compensation programs.
8. Background Screen.
This employment offer is contingent upon successful results from
background screening of any and all of your applicable driving and
criminal records and verification of your social security number,
college degree(s), and recent employment. By signing this letter
you consent to the Company conducting such screening.
9. Employee Proprietary
Information and Inventions Agreement. Like all Company
employees, you will be required, as a condition of your employment
with the Company, to sign the Company’s standard Employee
Proprietary Information and Inventions Agreement.
10. Proof of Authorization
to Work in the United States. As required by law, your
employment with the Company is contingent upon your providing legal
proof of your identity and authorization to work in the United
States. Failure to provide proper identification may delay
placement on payroll and ultimately result in mandatory
termination.
11. Employment
Relationship. Employment with the Company is for no specific
period of time. Your employment with the Company will be “at
will,” meaning that either you or the Company may terminate
your employment at any time and for any reason, with or without
cause or advance notice. The “at will” nature of your
employment may only be changed in an express written agreement
signed by you and the Chairman of the Board.
12. Termination Without
Cause. The Company may terminate your employment with the
Company at any time without Cause, upon notice to you. In the event
your employment is terminated without Cause, and provided that you
remain in compliance with this offer letter agreement, the Company
shall: (a) pay you as severance (“Severance”) an
amount equivalent to twelve (12) months of your base salary,
subject to payroll withholding and deduction, and payable upon the
Company’s regular payroll schedule; and (b) pay monthly
premiums for twelve (12) months to continue health care
coverage for you and your dependents pursuant to COBRA
(“COBRA Premiums”), provided that you timely
elect COBRA continued coverage.
13. Termination for
Cause. The Company may terminate your employment with the
Company at any time for Cause, determined in the Board’s
discretion, upon notice to you. In the event your employment is
terminated at any time with Cause, you will not be entitled to
Severance, COBRA Premiums, pay in lieu of notice or any
other
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